UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A
Amendment No. 1
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 2004
Commission File No. 1-3660
Owens Corning
One Owens Corning Parkway
Toledo, Ohio 43659
Area Code (419) 248-8000
A Delaware Corporation
I.R.S. Employer Identification No. 34-4323452
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on
Which Registered
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock - $.10 Par Value
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes / X / No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ X ]
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes / / No / X /
On June 30, 2004, the last business day of Registrant's most recently
completed second fiscal quarter, the aggregate market value of Registrant's
$.10 par value common stock (Registrant's voting stock) held by non-affiliates
was $32,652,428 (assuming for purposes of this computation only that the
Registrant had no affiliates).
At January 31, 2005, there were outstanding 55,341,765 shares of Registrant's
$.10 par value common stock.
Explanatory Note
----------------
This Amendment No. 1 to the Registrant's annual report on Form 10-K for the
year ended December 31, 2004, is being filed to replace the Summary
Compensation Table appearing on page 54 of the Registrant's annual report on
Form 10-K filed on March 8, 2005 in order to correct alignment problems
arising during the EDGARization process which caused certain information to
appear on the wrong lines. This Table comprises part of Item 11, "Executive
Compensation". In accordance with Rule 12b-15 under the Securities Exchange
Act of 1934, as amended, the complete text of Item 11, as so amended
(appearing at pages 54-60 of the annual report on Form 10-K), is set forth
below. In addition, in connection with the filing of this Form 10-K/A and
pursuant to Rule 12b-15, the Registrant is including certain currently dated
certifications. The remainder of the annual report on Form 10-K filed on March
8, 2005 remains unchanged.
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ITEM 11. EXECUTIVE COMPENSATION
EXECUTIVE OFFICER COMPENSATION
The following tables provide information on compensation and stock-based
awards received by Owens Corning's Chief Executive Officer serving during 2004
and the four other highest paid individuals who were serving as executive
officers of Owens Corning at the end of 2004 (these five individuals
collectively are referred to as the "Named Executive Officers").
Summary Compensation Table
- --------------------------
The following table contains information about compensation paid, and certain
awards made, by Owens Corning to the Named Executive Officers for the
three-year period ended December 31, 2004.
Long Term Compensation
----------------------
Annual Compensation Awards Payouts
------------------------------------------------------------------- ------ -------
Restricted Securities
Other Annual Stock Underlying LTIP All Other
Name and Salary Bonus Compensation Award(s) Options/ Payouts Compensation
Principal Position(1) Year ($) ($)(2) ($)(3) ($)(4) SARs(#)(5) ($) ($)
--------------------- ---- --- ------ ------ ------ ---------- --- ---
David T. Brown 2004 750,000 3,062,640(6) 3,008,250(6) 6,250(7)
President and Chief 2003 750,000 1,470,000(6) 2,625,000(6) 10,000
Executive Officer 2002 647,916 1,713,199 15,300
Michael H. Thaman 2004 650,000 1,902,680(6) 2,483,000(6) 5,417(7)
Chairman of the Board 2003 650,000 828,000(6) 2,145,000(6) 10,000
and Chief Financial 2002 584,375 1,380,000 15,300
Officer
George E. Kiemle 2004 284,625 788,819(6) 652,361(6) 10,250(7)
Vice President and 2003 275,000 270,000(6) 577,500(6) 10,000
President, Insulating 2002 266,667 528,800 15,300
Systems Business
Charles E. Dana 2004 271,875 755,294(6) 623,137(6) 10,250(7)
Vice President and 2003 250,000 275,000(6) 525,000(6) 10,000
President, Composite 2002 250,000 495,000 15,300
Solutions Business
Joseph C. High 2004 325,000 803,316(6) 54,258 744,900(6) 10,250(7)
Senior Vice President,
Human Resources
(1) Prior to April 2002, Mr. Brown served as Executive Vice President and
Chief Operating Officer. Prior to April 2002, Mr. Thaman served as Senior
Vice President and Chief Financial Officer. Prior to February 2004, Mr.
Dana served as Vice President - Corporate Controller and Global Sourcing.
Mr. High joined Owens Corning in January 2004.
(2) In addition to payments under Owens Corning's annual Corporate Incentive
Plan, the amounts shown for 2004 include (1) payments under Owens
Corning's Key Employee Retention Incentive Plan as follows: Mr. Brown,
$750,000; Mr. Thaman, $650,000; Mr. Kiemle, $286,000; Mr. Dana, $275,000;
and Mr. High, $244,000 and (2) in the case of Mr. High, a one-time
sign-on bonus of $100,000.
(3) "Other Annual Compensation" includes perquisites and personal benefits,
where such perquisites and personal benefits exceed the lesser of $50,000
or 10% of the Named Executive Officer's annual salary and bonus for the
year, as well as certain other items of compensation. For the years
shown, none of the Named Executive Officers received perquisites and/or
personal benefits in excess of the applicable threshold. Mr. High
received $54,258 as payment of certain taxes on his sign-on bonus.
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ITEM 11. EXECUTIVE COMPENSATION (continued)
(4) There were no restricted stock awards to any of the Named Executive
Officers in 2002, 2003, or 2004.
At the end of 2004, Messrs. Brown and Thaman each held a total of 6,666
shares of restricted stock, valued at $31,330; Messrs. Kiemle and Dana
each held a total of 2,666 shares of restricted stock, valued at
$12,530; and Mr. High held no shares of restricted stock. The value of
these aggregate restricted stock holdings was calculated by multiplying
the number of shares held by the closing price of Owens Corning common
stock on December 31, 2004 (as reported on the Over The Counter Bulletin
Board). Dividends are paid by Owens Corning on restricted stock held by
the Named Executive Officers if paid on stock generally.
(5) No stock options or stock appreciation rights (SARs) were awarded to any
of the Named Executive Officers in 2002, 2003, or 2004.
(6) The amounts reflected in the LTIP Payouts column represent amounts
payable pursuant to Owens Corning's Long Term Incentive Plan with respect
to one-year transition performance period cycles adopted in connection
with phase-in of the new plan, which became effective January 1, 2003.
(7) The amount shown for each of the Named Executive Officers represents
contributions made by Owens Corning to such officer's account in the
Owens Corning Savings Plan during the year.
Option Grant Table
- ------------------
No stock options or stock appreciation rights (SARs) were granted to any of
the Named Executive Officers during 2004.
Option/SAR Exercises and Year-End Value Table
- ---------------------------------------------
The following table contains information about the options for Owens Corning
common stock that were exercised in 2004 by the Named Executive Officers, and
the aggregate values of these officers' unexercised options at the end of
2004. None of the Named Executive Officers held stock appreciation rights
(SARs) at December 31, 2004.
Aggregated Option/SAR Exercises in 2004, and 12/31/04 Option/SAR Values
Number of
Securities Value of
Underlying Unexercised
Shares Unexercised In-the-Money
Acquired on Value Options/SARs at Options/SARs at
Name Exercise (#) Realized ($) 12/31/04 (#) 12/31/04 ($)(1)
- ---- ------------ ------------ ------------ ---------------
Exercisable/ Exercisable/
Unexercisable Unexercisable
------------- -------------
David T. Brown --0-- --0-- 103,000/0 0/0
Michael H. Thaman --0-- --0-- 73,657/0 0/0
George E. Kiemle --0-- --0-- 53,000/0 0/0
Charles E. Dana --0-- --0-- 40,500/0 0/0
Joseph C. High --0-- --0-- 0/0 0/0
(1) No options were in-the-money at December 31, 2004.
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ITEM 11. EXECUTIVE COMPENSATION (continued)
Long-Term Incentive Plan Awards Table
- -------------------------------------
Effective January 1, 2003, Owens Corning adopted a Long Term Incentive Plan
applicable to certain key employees selected by the Compensation Committee in
an effort to more effectively drive long-term business results. The plan is
intended to create a strong link between compensation and predetermined
business goals designed to increase the value of the Company over a longer
horizon and better align executive interests with those of the Company's
stakeholders. The plan envisions three-year performance cycles with payouts
under the plan dependent upon corporate performance against long term
performance goals set by the Committee for each cycle. A new three-year cycle
commenced January 1, 2004 and will conclude on December 31, 2006, with
payouts, if any, in early 2007. Information concerning the awards for this
cycle to the Named Executive Officers is set forth in the table below.
Long Term Incentive Plan - Three-Year Cycle Awards in 2004
Estimated Future Payouts under
Non-Stock Price-Based Plans (1)
-----------------------------------------
Number of Shares, Performance or Other
Units or Other Period Until Maturation Threshold Target Maximum
Name Rights (#) or Payout ($) ($) ($)
- ---- ---------- --------- --- --- ---
David T. Brown 0 1/1/04-12/31/06 0 1,875,000 3,750,000
Michael H. Thaman 0 1/1/04-12/31/06 0 1,592,500 3,185,000
George E. Kiemle 0 1/1/04-12/31/06 0 438,750 742,000
Charles E. Dana 0 1/1/04-12/31/06 0 472,500 675,000
Joseph C. High 0 1/1/04-12/31/06 0 438,750 877,500
(1) Each award shown represents the opportunity to earn the amount shown in
the "maximum" column of the table if certain "maximum" performance goals
established by the Compensation Committee at the beginning of the
performance period are attained or exceeded during the performance
period. In the event these "maximum" performance goals are not attained,
then the Named Executive Officers may earn the amounts shown in the
"target" column if the "target" levels of performance are attained, or
the amounts shown in the "threshold" column if the "threshold" levels of
performance are attained. Participants will earn intermediate amounts for
performance between the maximum and target levels, or between the target
and threshold levels, and will earn no amounts for performance below the
threshold level. The estimates of potential future payouts displayed in
the table are based on current salaries; actual payouts, if any, will be
based on average annualized salaries over the three-year performance
cycle. The performance goals for this three-year cycle are based on the
Company's return on net assets.
In addition to the three-year performance cycle award, the Committee also
established a one-year transition performance period cycle for 2004 in
connection with phase-in of the new plan. Payouts pursuant to this performance
cycle are reflected in the Summary Compensation Table above.
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ITEM 11. EXECUTIVE COMPENSATION (continued)
Retirement Benefits
- -------------------
Owens Corning maintains a tax-qualified Cash Balance Plan covering certain of
its salaried and hourly employees in the United States, including each of the
Named Executive Officers, in replacement of the qualified Salaried Employees'
Retirement Plan maintained prior to 1996 ("Prior Plan"), which provided
retirement benefits primarily on the basis of age at retirement, years of
service and average earnings from the highest three consecutive years of
service. In addition, Owens Corning has a non-qualified Executive Supplemental
Benefit Plan ("ESBP") to pay eligible employees leaving the Company the
difference between the benefits payable under Owens Corning's tax-qualified
retirement plan and those benefits which would have been payable except for
limitations imposed by the Internal Revenue Code. Named Executive Officers are
eligible to participate in both the Cash Balance Plan and the ESBP.
Cash Balance Plan - Under the Cash Balance Plan, each covered employee's
earned retirement benefit under the Prior Plan (including the ESBP) was
converted to an opening cash balance. Each year, eligible employees earn a
benefit based on a percentage of such employee's covered pay. Prior to July 1,
2003, the percentage was 2% for covered pay up to 50% of the Social Security
Taxable Wage Base and 4% for covered pay in excess of such wage base;
effective July 1, 2003, the percentage became 4% for all subsequent covered
pay. For this purpose, covered pay includes base pay and certain annual
incentive bonuses payable during the year. Accrued benefits earn monthly
interest based on the average interest rate for five-year U.S. treasury
securities. Employees vest in the Plan on completion of five years of service.
Vested employees may receive their benefit under the Cash Balance Plan as a
lump sum or as a monthly payment when they leave Owens Corning.
For employees who were at least age 40 with 10 years of service as of December
31, 1995 ("Grandfathered Employees"), including Messrs. Brown and Kiemle, the
credit percentages applied to covered pay are increased pursuant to a formula
based on age and years of service on such date. In addition, Grandfathered
Employees are entitled to receive the greater of their benefit under the Prior
Plan frozen as of December 31, 2000, or under the Cash Balance Plan (in each
case including the ESBP).
The estimated annual annuity amounts payable under the Cash Balance Plan
(including the ESBP) to the Named Executive Officers at age 65 are: Mr. Brown,
$344,391; Mr. Thaman, $320,027; Mr. Kiemle, $183,433; Mr. Dana, $87,214; and
Mr. High, $44,030. These estimated amounts assume continued employment and
current levels of base salary, plus target annual incentive, through age 65,
and are based on estimated interest rates.
Supplemental Executive Retirement Plan - Owens Corning maintains a
Supplemental Executive Retirement Plan ("SERP") covering certain employees,
including Mr. High, who join Owens Corning in mid-career. The SERP provides
for a lump sum payment following termination of employment equal to a multiple
of the covered employee's Cash Balance Plan balance minus an offset equal to
the present value of retirement benefits attributable to prior employment. The
applicable multiplier for each covered employee ranges from 0.5 to 4.0
(determined by the covered employee's age when first employed by Owens
Corning) and is 2.4 in the case of Mr. High. The estimated annual annuity
amount payable to Mr. High to satisfy the lump sum obligation under this plan
at age 65, under the assumptions described in the preceding paragraph, is
$105,672, less the annualized offset due to prior employment.
Other Arrangements - Owens Corning has agreed to provide Mr. Dana a
supplemental pension benefit, under Owens Corning's pension plan formula in
existence on his employment date, determined as if he had earned 1 1/2 years
of service for each year worked, provided that he remains an Owens Corning
employee for no less than ten years following his November 15, 1995 employment
date. The estimated supplemental annual annuity amount payable to Mr. Dana at
age 65 to satisfy this benefit, assuming continued employment and current
levels of covered pay, is $211,606.
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ITEM 11. EXECUTIVE COMPENSATION (continued)
In 1992, Owens Corning established a Pension Preservation Trust for amounts
payable under the ESBP as well as under the individual pension arrangements
described above. The Compensation Committee determines the participants in and
any amounts to be paid with respect to the Pension Preservation Trust, which
may include a portion of benefits earned under the ESBP and the pension
agreements described above. Amounts paid into the Trust and income from the
Trust reduce the pension otherwise payable at retirement. During 2004, no
payments were made to the Trust.
Employment, Severance, and Certain Other Agreements
- ---------------------------------------------------
Owens Corning maintains a Corporate Incentive Plan under which participating
employees, including each of the Named Executive Officers, are eligible to
receive annual cash incentive awards based on their individual performance and
on corporate performance against annual performance goals set by the
Compensation Committee. For the 2004 and 2005 annual performance periods, the
funding measures set by the Compensation Committee are based on "income from
operations" (weighted at 75%) and "cash flow from operations" (weighted at
25%). Cash awards paid to the Named Executive Officers under the Corporate
Incentive Plan for the 2004 performance period are reflected in the Summary
Compensation Table above.
Effective beginning with calendar year 2004, Owens Corning maintains a Key
Employee Retention Incentive Plan ("KERP") to provide an incentive to
designated key employees, including each of the Named Executive Officers, to
remain in the employ of the Company through the date of the Company's
emergence from Chapter 11. Under the KERP, each eligible employee is entitled
to a cash payment equal to (1) a specified percentage of his or her annual
base salary if such employee remains employed by the Company through the end
of the applicable calendar year or (2) a prorated portion of such specified
percentage in the event of the Company's emergence from Chapter 11 proceedings
(or such employee's termination of employment due to death, disability, or
termination other than for cause) prior to the end of the applicable calendar
year. As of the current time, the Bankruptcy Court has approved the KERP for
calendar years 2004 and 2005. Cash awards paid to the Named Executive Officers
under the KERP for calendar year 2004 are reflected in the Summary
Compensation Table above.
Owens Corning has entered into severance arrangements with each of the Named
Executive Officers. These agreements generally provide for the payment of an
amount equal to two times base salary plus annual incentive bonuses (based on
an average of the three previous years' annual incentive payments or the
average of the three previous years' annual incentive targets, whichever is
greater) plus continuation of insurance benefits for a period of up to two
years and, in the case of Messrs. Brown, Thaman, and Kiemle, a payment equal
to the additional lump sum pension benefit that would have accrued had such
individuals been three years older, with three additional years of service, at
the time of employment termination and, in the case of Mr. Dana, a payment
equal to the greater of (1) the additional lump sum pension benefit so
calculated and (2) Mr. Dana's supplemental pension arrangement described
above. Effective February 16, 2005, the base salaries of the Named Executive
Officers are: Mr. Brown, $750,000; Mr. Thaman, $650,000; Mr. Kiemle, $325,000;
Mr. Dana, $350,000; and Mr. High, $325,000.
Directors' Compensation
- -----------------------
Retainer and Meeting Fees - Owens Corning compensates each director who is not
an Owens Corning employee pursuant to a standard annual retainer/meeting fee
arrangement. Effective July 1, 2004, such arrangement provides each
non-employee director an annual retainer of $100,000, a fee of $1,500 for
attendance at each meeting of a Board Committee of which such director is a
member, no fees for attendance at meetings of the Board of Directors, and a
fee of $1,500 for each day's attendance at other functions in which directors
are requested to participate. In addition, Chairmen of Board Committees
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ITEM 11. EXECUTIVE COMPENSATION (continued)
receive an additional annual retainer of $7,500. Prior to July 1, 2004, Owens
Corning paid each director who was not an Owens Corning employee an annual
retainer of $35,000 and a fee of $1,200 for (a) attendance at one or more
meetings of the Board of Directors on the same day, (b) attendance at one or
more meetings of each Committee of the Board of Directors on the same day, and
(c) each day's attendance at other functions in which directors were requested
to participate. In addition, Committee Chairmen received an additional
retainer of $4,000 each year.
Prior to December 2000, a director could elect to defer all or a portion of
his or her annual retainer and meeting fees under the Directors' Deferred
Compensation Plan, in which case his or her account was credited with the
number of shares of common stock that such deferred compensation could have
purchased on the date of payment. The account was also credited with the
number of shares that dividends on previously credited shares could have
purchased on dividend payment dates. The Deferred Compensation Plan provides
that account balances are payable in cash based on the value of the account,
which is determined by the then fair market value of Owens Corning common
stock, at the time the participant ceases to be a director. Under the terms of
the Deferred Compensation Plan, the claims of directors to the cash value of
such deferred shares is effectively equivalent to a claim as a general
unsecured creditor of Owens Corning. Although no assurance can be given as to
the value, if any, that would be attributed to such a claim under any plan or
plans of reorganization ultimately confirmed in the Chapter 11 proceedings,
any value ascribed to such a claim may be greater than the value of the number
of shares of Owens Corning common stock the receipt of which was deferred if,
as anticipated, the outstanding Owens Corning common stock is cancelled as
part of the implementation of such plan or plans of reorganization.
Stock Plan for Directors - Owens Corning has a pre-petition stockholder
approved Stock Plan for Directors, applicable to each director who is not an
Owens Corning employee. The plan provides for two types of grants to each
eligible director: (1) a one-time non-recurring grant of options to each new
outside director to acquire 10,000 shares of common stock at a per share
exercise price of 100 percent of the value of a share of common stock on the
date of grant, and (2) an annual grant of 500 shares of common stock on the
fourth Friday in April.
Initial option grants become exercisable in equal installments over five years
from date of grant, subject to acceleration in certain events, and generally
expire ten years from date of grant. No grant may be made under the plan after
August 20, 2007, and a director may not receive an annual grant of common
stock in the same calendar year he or she receives an initial option grant. A
director entitled to receive an annual grant may elect to defer receipt of the
common stock until he or she leaves the Board of Directors.
Pursuant to action of the Board of Directors, additional option grants and
annual grants under the Plan were suspended effective April 1, 2002, pending
further action by the Board. No initial option grants or annual grants were
made under the Plan during 2004.
Indemnity Agreements - Owens Corning has entered into an indemnity agreement
with each member of the Board of Directors which provides that, if the
director becomes involved in a claim (as defined in the agreement) by reason
of an indemnifiable event (as defined in the agreement), Owens Corning will
indemnify the director to the fullest extent authorized by Owens Corning's
by-laws, notwithstanding any subsequent amendment, repeal or modification of
the by-laws, against any and all expenses, judgments, fines, penalties and
amounts paid in settlement of the claim.
The indemnity agreement also provides that, in the event of a potential change
of control (as defined in the agreement), the director is entitled to require
the creation of a trust for his or her benefit, the assets of which would be
subject to the claims of Owens Corning's general creditors, and the funding of
such trust from time to time in amounts sufficient to satisfy Owens Corning's
indemnification obligations reasonably anticipated at the time of the funding
request.
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ITEM 11. EXECUTIVE COMPENSATION (continued)
Charitable Award Program - To recognize the interest of Owens Corning and its
directors in supporting worthy educational institutions and other charitable
organizations, Owens Corning permits each director who joined the Board prior
to December 31, 2001 (subject to certain vesting requirements) to nominate up
to two organizations to share a contribution of $1 million to be made in ten
annual installments after the death of the director. Owens Corning expects to
fully fund its contributions (as well as insurance premiums) from the proceeds
of life insurance policies that it maintains on directors. Directors will
receive no financial benefit from this program, since the charitable deduction
and insurance proceeds accrue solely to Owens Corning.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee presently consists of Landon Hilliard (Chairman),
Gaston Caperton, Ann Iverson, and W. Ann Reynolds. No other persons served on
the Compensation Committee during 2004 except Furman C. Moseley, Jr., a former
director.
Mr. Hilliard is a partner of Brown Brothers Harriman & Co. ("BBH"), a private
banking firm. BBH acts as one of the investment managers for the Fibreboard
Settlement Trust, which holds certain assets that are available to fund
asbestos-related liabilities of Fibreboard Corporation, a subsidiary of Owens
Corning. During 2004, BBH was paid fees of approximately $758,000 from the
Trust for these services. In addition, BBH serves as the custodian and
investment advisor of certain escrow accounts funded by the Company's excess
insurance carriers (see Note 19, Item C, to the Consolidated Financial
Statements). During 2004, BBH earned fees of approximately $86,000 for these
services.
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
OWENS CORNING
By /s/ Roy D. Dean Date March 22, 2005
------------------------- ------------------
Roy D. Dean
Vice President and Corporate
Controller
EXHIBIT INDEX
Exhibit
Number Document Description
- ------ --------------------
(31) Rule 13a-14(a)/15d-14(a) Certifications.
Certification of Chief Executive Officer (principal executive
officer) (filed herewith).
Certification of Chief Financial Officer (principal financial
officer) (filed herewith).
(32) Section 1350 Certifications.
Certification of Chief Executive Officer (principal executive
officer) (filed herewith).
Certification of Chief Financial Officer (principal financial
officer) (filed herewith).
Exhibit (31)
CERTIFICATION
I, David T. Brown, Chief Executive Officer of the registrant, certify that:
I have reviewed this annual report on Form 10-K of Owens Corning;
Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under
our supervision, to ensure that material information
relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those
entities, particularly during the period in which this
report is being prepared;
(b) Designed such internal control over financial reporting, or
caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting
and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
(c) Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter (the
registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably
likely to materially affect, the registrant's internal
control over financial reporting; and
The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the
design or operation of internal control over financial
reporting which are reasonably likely to adversely affect
the registrant's ability to record, process, summarize and
report financial information; and
(b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal control over financial reporting.
Date: March 22, 2005
/s/ David T. Brown
- --------------------------
David T. Brown
Chief Executive Officer
Exhibit (31)
CERTIFICATION
I, Michael H. Thaman, Chief Financial Officer of the registrant, certify that:
I have reviewed this annual report on Form 10-K of Owens Corning;
Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under
our supervision, to ensure that material information
relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those
entities, particularly during the period in which this
report is being prepared;
(b) Designed such internal control over financial reporting, or
caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting
and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
(c) Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter (the
registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably
likely to materially affect, the registrant's internal
control over financial reporting; and
The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the
design or operation of internal control over financial
reporting which are reasonably likely to adversely affect
the registrant's ability to record, process, summarize and
report financial information; and
(b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal control over financial reporting.
Date: March 22, 2005
/s/ Michael H. Thaman
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Michael H. Thaman
Chief Financial Officer
Exhibit (32)
SECTION 1350 CERTIFICATION
In connection with the Annual Report of Owens Corning (the "Company") on Form
10-K for the fiscal year ended December 31, 2004, as amended (the "Report"),
I, David T. Brown, Chief Executive Officer of the Company, certify, pursuant
to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the
Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) Information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
/s/ David T. Brown
- -----------------------
Chief Executive Officer
March 22, 2005
Exhibit (32)
SECTION 1350 CERTIFICATION
In connection with the Annual Report of Owens Corning (the "Company") on Form
10-K for the fiscal year ended December 31, 2004, as amended (the "Report"),
I, Michael H. Thaman, Chief Financial Officer of the Company, certify,
pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the
Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) Information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
/s/ Michael H. Thaman
- --------------------------
Chief Financial Officer
March 22, 2005